IN THE UNITED STATES BANKRUPTCY COURT
                       SOUTHERN DISTRICT OF FLORIDA
                         WEST PALM BEACH DIVISION


In re:                                              Chapter 11

eCOM eCOM.COM, INC.                    Case No. 04-35435-BKC-SHF
      Debtor.




                    JOINT PLAN OF REORGANIZATION OF DEBTOR
                    --------------------------------------
                      AND AMERICAN CAPITAL HOLDINGS, INC.
                      -----------------------------------



                                       KLUGER PERETZ KAPLAN & BERLIN
                                       Michael D. Seese
                                       201 South Biscayne Boulevard
                                       1700 Miami Center
                                       Miami, Florida 33131
                                       Telephone: (305) 379-9000
                                       Facsimile: (305) 379-3428

                                       Counsel for Debtor

                                            -and-

                                       SCHIFF HARDIN LLP
                                       Michael Yetnikoff
                                       6600 Sears Tower
                                       Chicago, Illinois  60606
                                       Telephone: (312) 258-5500
                                       Facsimile: (312) 258-5600

                               Counsel for American Capital Holdings, Inc.


Dated:   August 18, 2006
     Miami, Florida













                           JOINT PLAN OF REORGANIZATION
                    UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
                    ---------------------------------------

    eCom eCom.com, Inc. and American Capital Holdings, Inc. jointly propose the
following plan of reorganization under section 1121(a) of the Bankruptcy Code:

                                  ARTICLE I

                                 DEFINITIONS
                                 -----------
     As used in this Plan, the following terms shall have the respective
meanings set forth below, and such meanings shall be equally applicable to the
singular and plural forms of the terms defined unless the context requires
otherwise.

     "ACH" shall mean American Capital Holdings, Inc.

     "Actions" shall mean all actions that a trustee or debtor-in-possession is
empowered to bring pursuant to the Code, including, without limitation, any
cause of action, lawsuit, adversary proceeding, contested matter, claim
objection, Avoidance Action, or right of the Debtor or the Estate against any
Person.

     "Administrative Claim" shall mean a claim for payment of an administrative
expense under section 503 of the Code that is entitled to priority under section
507(a)(1) of the Code and any fees or charges assessed against the Estate
pursuant to 28 U.S.C. Section 1930.

    "Administrative Claimant" shall mean the holder of an Administrative Claim.

    "Affiliate" shall mean with respect to any Person, any other Persons that
would fall within the definition assigned to such term in section 101(2) of the
Code, if such Person was a debtor in a case under the Code.

     "Allowed Amount" shall mean with respect to a Claim, (a) the amount of a
Claim that was listed in the Debtor's Schedules (as originally filed in this
Case) as not disputed, contingent or unliquidated, if the holder of such Claim
has not filed a proof of claim with the Court within the applicable period of
limitation fixed by the Court pursuant to Rule 3003(c)(3) of the Rules, or (b)
if a holder of a Claim has filed a proof of claim with the Court within the
applicable period of limitation fixed by the Court pursuant to 3003(c)(3) of the
Rules:  (i) the amount stated in such proof of claim or in the Schedules if no
objection to such proof of claim or amount listed in the Schedules has been
interposed within the applicable period of limitation fixed by the Code or
Rules, or as otherwise fixed by the Court, or (ii) such amount as shall be fixed
by an order of the Court which has become a Final Order, if an objection has
been interposed within the applicable period of limitation fixed by the Code,
the Rules, or the Court, or (c) with respect to a Fee Request, such amount as
shall be fixed by an order of the Court which has become a Final Order.  In no
event shall the Allowed Amount of any Priority Claim or Unsecured Claim include
interest accrued on such Claim after the Filing Date.

     "Allowed Claim" shall mean any Claim which is not a Disputed Claim for
which an Allowed Amount has been finally determined in such Allowed Amount.

     "Allowed Equity Interest" shall mean any Equity Interest which has not been
timely disputed, or if timely disputed, which has been allowed by order of the
Court which has become a Final Order.

     "Allowed Priority Tax Claim" shall mean an Allowed Claim entitled to
priority under section 507(a)(8) of the Code.

     "Article" shall mean one of the numbered Articles of the Plan.

     "Assets" shall mean all of the right, title, and interest of the Debtor in
and to Property of the Estate, whether tangible or intangible.

     "Assumed Contract" shall mean an Executory Contract (as modified or amended
pursuant to the Plan, prior order of the Court, or by agreement of the parties)
that is assumed by the Debtor pursuant to the Plan.

     "Assumption List" shall mean the list of executory contracts and unexpired
leases to be assumed pursuant to the Plan, if any, which shall be filed with the
Clerk of the Court no later than ten (10) days prior to the commencement of the
Confirmation Hearing.

     "Avoidance Actions" shall mean the Actions pursuant to Chapter 5 of the
Code, including, without limitation, rights to recover property or money
pursuant to sections 542-553 of the Code.

      "Ballot" shall mean the ballot accompanying the Disclosure Statement upon
which holders of Claims and Equity Interests in each Impaired Class of Claims
and Equity Interests (if any) are entitled to vote on the Plan shall indicate
their acceptance or rejection of the Plan and, if applicable, such other
elections as may be made thereon are to be indicated.

     "Ballot Deadline" shall mean shall mean the last day established by order
of the Court for filing a Ballot with the Clerk of the Court.

     "Bar Date" shall mean November 3, 2005, the last date for creditors and
holders of Equity Interests to file proofs of Claims or Equity Interests in this
Case.

     "Business Day" shall mean a day other than a Saturday, a Sunday, or a day
on which commercial banks in Miami, Florida are authorized or required to close.

     "By-Laws" shall mean the by-laws of the Reorganized Debtor in accordance
with Section 7.02 of the Plan.

     "Case" shall mean this Chapter 11 Case No. 04-35435-BKC-SHF, pending before
the United States Bankruptcy Court for the Southern District of Florida.

     "Cash" shall mean legal tender of the United States of America.

     "Charter" shall mean the certificate of incorporation of the Reorganized
Debtor, in accordance with Section 7.02 of the Plan.

     "Claim" shall mean (a) a right to payment, whether or not such right is
reduced to judgment, liquidated, unliquidated, fixed or contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; (b) a
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured, or unsecured; (c) without limiting the generality of the
foregoing, all Administrative Claims, Priority Claims, Secured Claims, and
Unsecured Claims.

     "Class" shall mean a group of Claims or Equity Interests classified
together pursuant to Article IV of the Plan.

     "Class 1" shall mean the class of Other Priority Claims, as described,
classified and treated in Section 4.01 of this Plan.

     "Class 2" shall mean the class of Secured Claims, as described, classified
and treated in Section 4.02 of this Plan.

     "Class 3A" shall mean the class of Allowed Unsecured Claims, as described,
classified and treated in Section 4.03A of this Plan.

     "Class 3B" shall mean the class of Allowed Unsecured Claims of Insiders, as
described, classified and treated in Section 4.03B of this Plan.

     "Class 3A Election" shall mean the election described in section 4.03A of
this Plan and to be made on the ballot distributed to holders of Class 3A
Claims, pursuant to which each holder of an Allowed Unsecured Claim shall have
the right to elect to receive a distribution in the form of either New Common
Stock or Cash.

     "Class 4" shall mean the Allowed Equity Interests, as described, classified
and treated in Section 4.04 of this Plan.

     "Code" shall mean the Bankruptcy Code, 11 U.S.C. Sections 101 et. seq.

     "Collateral" shall mean any property or interest in Property of the Estate
of the Debtor subject to a Lien to secure the payment or performance of a Claim,
which Lien is not subject to avoidance under the Code or otherwise is invalid
under the Code or applicable state law.

     "Confirmation" shall mean the entry by the Court of the Confirmation Order.

     "Confirmation Date" shall mean the date on which the Clerk of the Court
enters the Confirmation Order on the Docket.

     "Confirmation Hearing" shall mean a hearing held by the Court to consider
Confirmation of the Plan pursuant to section 1128 of the Code.

     "Confirmation Order" shall mean the order entered by the Court confirming
the Plan, which shall contain such provisions as the Proponent desires and shall
otherwise be in a form and substance satisfactory to the Proponent.

     "Court" shall mean the United States Bankruptcy Court for the Southern
District of Florida, including any Bankruptcy Judge thereof, and any court
having competent jurisdiction to hear appeals from the Bankruptcy Judges
thereof.

     "Creditor" shall mean any Person holding a Claim or Equity Interest,
including Administrative Claimants and Claims of the kind specified in sections
502(b), 502(h), and 502(i) of the Code, and such Person's heirs, successors,
assigns, executors, and personal representatives.

     "Debtor or Debtor-in-Possession" shall mean eComeCom.com, Inc.  Any
reference to the "Debtor" shall also include the Debtor in its capacities as
debtors-in-possession in this Case, and vice-versa.

     "DIP Financing" shall mean the debtor-in-possession financing extended to
the Debtor by ACH in the amount of $100,000.

     "DIP Financing Orders" shall mean the (a) Initial Order Authorizing Debtor
Obtain Post Petition Credit entered by the Court on June 14, 2005, and (b) Final
Order Authorizing Debtor to Obtain Post Petition Credit entered by the Court on
July 25, 2005, pursuant to which the Debtor was authorized to obtain the DIP
Financing.

     "Disbursing Agent" shall mean the person designated by the Debtor and
approved by the Court, who shall be responsible for making Distributions in
accordance with the Plan.

     "Disclosure Statement" shall mean the Disclosure Statement filed by the
Proponent in connection with the Plan and approved by the Court for submission
to Creditors as the same may be amended from time to time.

     "Disputed Amount" shall mean with respect to a particular Disputed Claim,
that amount which is equal to the difference, if any, between the Face Amount of
such Claim and the amount, if any, of such Claim which the party objecting
thereto concedes.

     "Disputed Claim" shall mean any Claim for which an Allowed Amount has not
yet been determined, and with respect to which an objection has been interposed
on or prior to the Confirmation Date or such other date as may be fixed by the
Court and which objection has not been withdrawn or determined by a Final Order,
or which is listed on the Schedules as disputed, contingent or unliquidated.

     "Disputed Claims Reserve" shall mean the Cash fund established by the
Reorganized Debtor in accordance with the provisions of this Plan for the
purposes of reserving Distributions to holders of Disputed Claims pending the
determination and allowance, if applicable, thereof by Final Order of the Court.

     "Distribution" shall mean funds to be paid to holders of Claims pursuant to
Article IV and Article V of the Plan.

     "Distribution Date" shall mean the dates upon which Distributions may be
made pursuant to Article V of the Plan.

     "Distribution Record Date" shall mean the date, as set by an order of the
Bankruptcy Court and described in the Disclosure Statement, on which the Debtor
or Reorganized Debtor, as the case may be, will cease processing transfers of
Claims and Equity Interests, and upon which Allowed Claims or Allowed Equity
Interests are determined for purposes of voting on, or receiving Distributions
under, the Plan.

     "Docket" shall mean the docket maintained in this Case by the Clerk of the
Court.

     "eCom" shall mean eCom eCom.com, Inc., the Debtor in this Case.

     "Effective Date" shall mean the date upon which the last of the conditions
precedent to the occurrence of the Effective Date set forth in Section 9.02 of
the Plan occurs.

     "Equity Interest" shall mean any ownership or equity interest in the
Debtor, including without limitation, interests evidenced by common or preferred
stock, warrants, options, or other rights to purchase any ownership or equity
interest in the Debtor.

     "Estate" shall mean the Estate created in this Case pursuant to section 541
of the Code.

     "Executory Contract" shall mean a contract or unexpired lease to which the
Debtor is a party and that is executory within the meaning of section 365 of the
Code.

     "Face Amount" shall mean with respect to a particular Claim, (a) if the
holder of such Claim has not filed a proof of claim with the Court within the
applicable period of limitation fixed by the Court pursuant to Rule 3003(c)(3)
of the Rules, the amount of such Claim that was listed in the Schedules (as
originally filed in this Case) as not disputed, contingent or unliquidated; or
(b) if the holder of such Claim has filed a proof of claim with the Court within
the applicable period of limitation fixed by the Court pursuant to Rule
3003(c)(3) of the Rules, the amount stated in such proof of claim, or (c) with
respect to a Fee Request, the net amount to which the applicant would be
entitled if its application were to be granted in full.

     "Fee Request" shall mean an application or request for payment by the
Estate of fees, compensation for services rendered or reimbursement of expenses,
pursuant to Rule 2016 of the Rules or other applicable provision of the Code or
the Rules.

     "Filing Date" shall mean November 29, 2004, the date on which an
involuntary petition was filed against the Debtor under Chapter 11 of the Code.

     "Final Distribution Date" shall mean the Distribution Date immediately
following which there is no Cash in the Disputed Claims Reserve, to distribute
to holders of Allowed Claims and Allowed Equity Interests.

      "Final Order" shall mean an order or judgment of the Court as entered on
the Docket that has not been reversed, stayed, modified, or amended, and
respecting which the time to appeal, petition for certiorari or seek reargument,
review or rehearing has expired, and as to which no appeal, reargument, petition
for certiorari, review or rehearing is pending, or as to which any right to
appeal, reargue, petition for certiorari or seek review or rehearing has been
waived in writing in a manner satisfactory to the Proponent, or, if any appeal,
reargument, petition for certiorari, review or rehearing thereof has been
denied, the time to take further appeal or to seek certiorari or further
rehearing, review or reargument has expired.  If any provision of the Plan
requires the entry of a Final Order as a condition to the occurrence or
performance of an act, the Proponent may waive such requirement in accordance
with the Plan.

     "Impaired" shall mean an Allowed Claim or Equity Interest that is Impaired
within the meaning of section 1124 of the Code.

     "Initial Distribution" shall mean the Distributions to be made on the
Effective Date pursuant to Article V of the Plan.

     "Initial Distribution Date" shall mean the Effective Date of the Plan.

     "Insider(s)" shall mean those Persons defined in section 101(31)(B) of the
Code.

     "Late Filed Claim" shall mean a Claim filed after the Bar Date.

     "Lien" shall mean a charge against or interest in any item of Property of
the Estate to secure payment of a debt or performance of an obligation.

     "Net Proceeds" shall mean the amount remaining from recoveries in Actions
less attorneys' fees, costs and related expenses.

     "New Common Stock" shall mean the new common stock of the Reorganized
Debtor to be issued on the Effective Date pursuant to Section 8.03 of this Plan,
and to be distributed as set forth in Exhibit A hereto.

     "New Funding" shall mean the new funding extended by American Capital
Holdings, Inc. to the Debtor under Section 8.04 of this Plan.

     "Notification Order" shall mean that Order Granting Debtor in Possession's
Motion for Authorization to: (i) Provide Electronic Service upon Equity Security
Holders and (ii) Utilize Executive Mail Service for Purposes of Coordinating and
Effectuating Service upon Equity Security Holders, entered by this Court on
August 4, 2005.

     "Order for Relief" shall mean the order for relief entered by the Court in
this Case on May 16, 2005.

     "Ordinary Course Administrative Claim" shall mean an Administrative Claim
for the provisions of goods or services that are incurred by the Debtor in the
ordinary course of business.

     "Other Priority Claims shall mean a Claim (other than an Administrative
Claim or Priority Tax Claim) that is entitled to priority under section 507 of
the Code.

     "Person" shall mean any individual, sole proprietorship, partnership
(general or limited), joint venture, trust, unincorporated organization,
association, corporation, institution, entity, or government (whether federal,
state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body, political subdivision or department
thereof).

     "Petition Date" shall mean the Filing Date.

     "Plan" shall mean this Plan of Reorganization in the present form or as it
may be modified, amended, or supplemented from time to time.

     "Plan Documents" shall mean any documents to be filed  prior to the
commencement of the Confirmation Hearing in accordance with this Plan.

     "Post-Confirmation Administrative Claim" shall mean a Claim for services
rendered or expenses incurred after the Confirmation Date in connection with
this Case.

     "Post-Petition Interest" shall mean all interest accrued but unpaid after
the Petition Date on any Allowed Claim, which shall be calculated based upon the
rate set forth in any contract (including any default rate, if applicable and
authorized under the Code) evidencing the Claim and, if no such rate is set
forth therein, then the legal rate of interest, which for purposes of this Plan
shall mean the federal judgment rate of interest in effect on the Effective
Date.

     "Pre-Petition" shall mean prior to the Filing Date.

     "Priority Claim" shall mean a Claim (other than an Administrative Claim)
that is entitled to priority under section 507(a) of the Code.

     "Pro Rata" shall mean proportionately, so that the ratio of the amount of
consideration distributed to an account of a particular Allowed Claim or Equity
Interest to the Allowed Amount of such Claim or Equity Interest is the same as
the ratio of the amount of consideration distributed on account of all Allowed
Claims or Allowed Equity Interests of the Class in which the particular Claim or
Equity Interest is included to the amount of all Allowed Claims or Equity
Interests of that Class.  Whenever a Disputed Claim or Disputed Equity Interest
has not been finally resolved, an appropriate reserve for payment of such
Disputed Claim or Disputed Equity Interest shall be established so that there
will be sufficient consideration available to make a Pro Rata distribution to
the holder of such Disputed Claim or Disputed Equity Interest upon final
resolution of the dispute.

     "Professional" shall mean any professional employed in the Case pursuant to
sections 327, 328 or 1103 of the Code or otherwise pursuant to an order of the
Court.

     "Property of the Estate" shall mean the property defined in section 541 of
the Code.

     "Proponents" shall mean the Debtor and ACH.

      "Rejected Contract" shall mean an Executory Contract that is rejected at
any time during the Case or pursuant to Article VI of the Plan.

     "Rejection Claim" shall mean a Claim arising under section 502(g) of the
Code in its Allowed Amount.

     "Reorganized Debtor" shall mean eCom.

     "Restructuring Transactions" shall have the meaning ascribed to that term
in Section 8.11 of this Plan.

     "Rules" shall mean the Federal Rules of Bankruptcy Procedure.

     "Rules of Construction and Interpretation"

     The following rules of construction shall be applicable for all purposes of
the Plan unless the context clearly requires otherwise:

       (a) The terms "include," "including," and similar terms shall be
construed as if followed by the phrase "without being limited to."

       (b)  Words of masculine, feminine, or neutral gender shall mean and
include the correlative words of the other genders, and words importing the
singular number shall mean and include the plural number, and vice-versa.

       (c) All article, section, and exhibit or appendix captions are used for
convenience and reference only, and in way define, limit, or describe the scope
or intent of, or in any way affect, any such article, section, exhibit, or
appendix.

     "Schedules" shall mean the Schedules of assets and liabilities originally
filed by the Debtor with the Court and not as the same may be amended from time
to time.

     "SEC" shall mean the staff of the United States Securities and Exchange
Commission.

     "Section" shall mean a numbered subsection of any Article of the Plan.

     "Secured Claim" shall mean a Claim secured by a lien on property in which
the Estates have an interest or that is subject to set-off under section 553 of
the Code to the extent of the value of the interest attributable to such Claim
in the Estate's interests in such property or to the extent of the amount
subject to set-off.

     "Secured Creditor" shall mean the holder of a Secured Claim.

     "Secured Tax Claims" shall mean ad valorem taxes assessed against the real
property owned by the Debtors in the ordinary course of its business.

     "Spin-Off" shall mean the transactions under which shares of stock owned by
eCom in the Subsidiaries were distributed prior to the filing of the Plan.

     "Subsequent Distribution Date" shall mean the date on which Distributions
are made in accordance with Article V of the Plan on account of a Disputed Claim
or Disputed Equity Interest that becomes and Allowed Claim or Allowed Equity
Interest by Final Order of the Court.

     "Subsidiaries" shall mean (i) USA Performance Products, Inc., (ii)
eSecureSoft Company, (iii) USAS Digital, Inc., (iv) Pro Card Corporation, (v)
AAB National Company, (vi) A Classified Ad, Inc., (vii) Swap and Shop.net Corp.,
(viii) A Super Deal.com, Inc., and (ix) My ZipSoft, Inc., unless otherwise
referred to individually in the Plan.

     "Substantial Consummation" shall mean that the Plan shall be deemed to be
substantially consummated under sections 1101 and 1127(b) of the Code upon
completion of the initial Distributions due on the Initial Distribution Date.

     "Unimpaired" shall mean an Allowed Claim or Allowed Equity Interest that is
not Impaired within the meaning of section 1124 of the Code.

     "Unsecured Claim" shall mean a Claim other than a Secured Claim, a Priority
Claim, a Priority Tax Claim, or an Administrative Claim.

     "Unsecured Creditor" shall mean the holder of an Unsecured Claim.


                                 ARTICLE II

                      TREATMENT OF UNCLASSIFIED CLAIMS:
                 ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS
                      AND UNITED STATES TRUSTEE'S FEES
                      --------------------------------

       The following Administrative Claims DIP Financing Claims, and United
States Trustee's Fees, are not Impaired under the Plan, and will be treated as
follows:

2.01     Allowed Administrative Claims.
         ------------------------------
       Administrative Claims are Claims constituting a cost or expense of the
administration of the Case allowed under sections 503(b) and 507(a)(1) of the
Code.  Such Claims include any actual and necessary costs and expenses of
preserving the Estate of the Debtor, any actual and necessary costs and expenses
of operating the business of the Debtor in Possession, any indebtedness or
obligations incurred or assumed by the Debtor in Possession in connection with
the conduct of its business, including, without limitation, for the acquisition
or lease of property or an interest in property or the rendition of services,
all compensation and reimbursement of expenses to the extent Allowed by the
Court under section 330, 331 or 503 of the Code, all costs associated with the
cure of any executory contracts and unexpired leases between the Debtor and any
Person, and any fees or charges assessed against the Estate of the Debtor under
section 1930 of title 28 of the United States Code.

       Except as follows or as otherwise provided herein, and except to the
extent that any entity entitled to payment of any Allowed Administrative Claim
agrees to a different treatment, each holder of an Allowed Administrative Claim
shall receive Cash in an amount equal to such Allowed Administrative Claim on
the later of the Effective Date and the date such Administrative Claim becomes
an Allowed Administrative Claim by Final Order, or as soon thereafter as is
practicable:

       A. Ordinary Course Claims
          ----------------------
       Allowed Administrative Claims representing liabilities incurred in the
ordinary course of business by the Debtor in Possession shall be paid in full
and performed by the Reorganized Debtor in the ordinary course of business
consistent with past practices and in accordance with the terms and subject to
the conditions of any agreements governing, instruments evidencing, or other
documents relating to such transactions.

       B. Professional Fees and Expense Claims
          ------------------------------------
       Compensation of professionals and reimbursement of expense incurred by
professionals are Administrative Claims pursuant to sections 503(b)(2),
503(b)(3), 503(b)(4) and 503(b)(5) of the Code (the Professional Fees and
Expenses Claims").  All payments to Professionals for Professional Fees and
Expenses Claims will be made in accordance with the procedures established by
the Code, the Rules and the Court relating to the payment of interim and final
compensation for services rendered and reimbursement of expenses.  The Court
will review and determine all applications for compensation for services
rendered and reimbursement of expenses.

       All entities seeking an award by the Court of Professional Fees and
Expenses shall file their respective final applications for allowance of
compensation for services rendered and reimbursement of expenses incurred
through the Effective Date pursuant to section 330 of the Code and Rule 2016 by
the date that is ten (10) days after the Effective Date or such other date as
may be fixed by the Court.

       The time for filing objections to applications for allowance and payment
of Professional Fees and Expenses, and the date and time for a hearing in
respect of such applications and the related objections, if any, shall be set
forth in the Confirmation Order or other order of the Court.


       Notwithstanding anything herein to the contrary, all Professional Fees
and Expenses that are awarded by the Court shall become Allowed Administrative
Claims and shall be paid in full in Cash on the later of the Effective Date of
the Plan or the date on which such Professional Fees and Expense Claim becomes
an Allowed Administrative Claim by Final Order of the Court, or as soon
thereafter as is reasonably practicable.

       C.  DIP Financing Claim of ACH
           --------------------------
       The Administrative Claim of ACH, arising from the DIP Financing provided
by ACH to the Debtor, shall receive, in full satisfaction, release and exchange
for that claim, shares of New Common Stock of the Reorganized Debtor, valued at
$0.026 per share, issued pursuant to Section 8.04 of the Plan, as set forth on
Exhibit A hereto.

2.02     Priority Tax Claims
         -------------------
     Except to the extent that a holder of an Allowed Priority Tax Claim under
section 507(a)(8) of the Code has been paid by the Debtor prior to the Effective
Date or agrees to a different treatment, each holder of an Allowed Priority Tax
Claim shall receive, at the sole option of the Debtor, (i) Cash on the Effective
Date equal to the Allowed Amount of the Allowed Priority Tax Claim, or (ii)
deferred Cash payments in accordance with section 1129(a)(9)(C) of the Code.

2.03     United States Trustee's Fees.
         -----------------------------
       The Reorganized Debtor shall pay the United States Trustee the
appropriate sum required pursuant to 28 U.S.C.  1930(a)(6) on the Effective
Date, and simultaneously provide to the United States Trustee an appropriate
affidavit indicating Cash Disbursements for all relevant periods;
notwithstanding anything contained in the Plan to the contrary, the Reorganized
Debtor shall further pay the United States Trustee the appropriate sum required
pursuant to 28 U.S.C.  1930(a)(6) for post confirmation periods within the time
periods set forth in 28 U.S.C.  1930(a)(6), until the earlier of the closing of
this Case by the issuance of a Final Decree by the Court, or upon entry of an
order of this Court dismissing this Case, or converting this Case to another
chapter under the Code, and the Disbursing Agent shall provide to the United
States Trustee upon the payment of each post confirmation payment an appropriate
affidavit indicating disbursement for the relevant periods.




                                ARTICLE III

               CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
               ---------------------------------------------

3.01     For purposes of this Plan, the Classes of Claims and Equity Interests
against or in the Debtors shall be as follows:

       (a)     Class 1:      Allowed Other Priority Claims

       (b)     Class 2:      Allowed Secured Claims

       (c)     Class 3A:     Allowed Unsecured Claims

       (d)     Class 3B:     Allowed Insider Unsecured Claims

       (e)     Class 4:      Allowed Equity Interests

       Classes 1, 2 and 4 are not Impaired under the Plan.  Classes 3A and 3B
are Impaired under the Plan.  No other classes of claims or interests are
Impaired under the Plan.


                               ARTICLE IV

             TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS
             ---------------------------------------------------

       4.01     Class 1.  Allowed Other Priority Claims
                --------  -----------------------------
       (a)     Description.  Class 1 consists of the Allowed Claims which are
entitled to priority in accordance with section 507(a) of the Code (other than
Administrative Claims and Priority Tax Claims).

       (b)     Treatment.  Each holder of an Allowed Other Priority Claim shall
receive, in full satisfaction, release and exchange for such Claim, Cash in an
amount equal to the amount of such Allowed Other Priority Claim in accordance
with section 1129(a)(9) of the Code commencing on the later of the Effective
Date and the date such Claim becomes an Allowed Claim, or as soon thereafter as
is practicable.

       (c)     Impairment.  The Class 1 Claims are not Impaired.

       4.02     Class 2.  Allowed Secured Claims.
                --------  -----------------------
       (a)      Description.  Class 2 consists of the Allowed Secured Claims.
The Secured Claims are any Claims which are secured by a Lien against
Collateral.

       (b)      Treatment.  On the later of the Effective Date of the Plan, or
the date on which such Disputed Secured Claim becomes an Allowed Secured Claim
by Final Order of the Court, and in the Debtor's sole discretion, the Debtor
shall either (i) pay the holder of any Secured Claim in full in Cash, or (ii)
the Debtor shall abandon the Collateral securing such Allowed Secured Claim, in
full and complete release, exchange and satisfaction of such Allowed Secured
Claim.  To the extent that any holder of such Secured Claim believes it
possesses an unsecured deficiency claim within the meaning of section 506 of the
Code, such holder must request a determination as to the amount of such
deficiency claim prior to the commencement of the first scheduled Confirmation
Hearing, or such claim will be extinguished and forever barred. The Debtor
shall, as a part of the Plan Supplement, advise as to whether it elects (i) or
(ii) above with respect to any Claim listed in the Debtor's Schedules as a
Secured Claim or for which a proof of claim was filed denoting the Claim as a
Secured Claim.  Nothing herein is intended to prejudice the rights of the Debtor
to object to any such Claim or to obtain a determination as to secured status
under section 506 of the Code and all such rights are preserved. The Debtor is
unaware of any Secured Claims.

       (c)      Impairment.  The Class 2 Claims are not Impaired.

       4.03A     Class 3A.  Allowed Unsecured Claims.
                 ---------  -------------------------
       (a)      Description.  Class 3 consists of the Allowed Unsecured Claims.
The Unsecured Claims are any Claims, including, without limitation, Claims
arising from the rejection of executory contracts and unexpired leases that are
not an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, a
Secured Claim, or an Equity Interest.

       (b)      Treatment.  Pursuant to the Class 3 Election, each holder of an
Allowed Unsecured Claim shall receive, at the holder's election (to be made on
the Ballot), in full satisfaction, release and exchange for such Claim, either
(i) Cash in an amount equal to the amount of such Allowed Unsecured Claim or
(ii) shares of New Common Stock of the Reorganized Debtor, valued at $0.026 per
share, of a value equal to the Allowed Amount of such holder's claim, as soon as
is practicable after the later of the Effective Date, or the date on which any
Disputed Claim becomes an Allowed Unsecured Claim by Final Order of the Court.
A summary of the projected elections of each holder of an Allowed Unsecured
Claim indicating cash and New Common Stock to be distributed to each such holder
is annexed hereto as Plan Exhibit A.  If the holder of an Allowed Class 3A Claim
fails to make the Class 3A Election on the Ballot, then such holder shall
receive shares of New Common Stock of the Reorganized Debtor, valued at $0.026
per share, of a value equal to the Allowed Amount of such holder's claim as soon
as is practicable after the later of the Effective Date, or the date on which
any Disputed Claim becomes an Allowed Unsecured Claim by Final Order of the
Court.

       (c)      Impairment.  The Class 3A Claims are Impaired.

       4.03B     Class 3B.     Allowed Insider Unsecured Claims.
                 ---------     ---------------------------------
       (a)     Description.  Class 3B consists of Allowed Unsecured Claims of
Insiders, which are subordinated to Class 3A Allowed Unsecured Claims.

       (b)     Treatment.  After payment in full to holders of Class 3A Claims
(either in cash or stock, pursuant to the Class 3A Election), holders of Allowed
Insider Unsecured Claims shall receive, in full satisfaction, release and
exchange for that claim, shares of New Common Stock of the Reorganized Debtor,
valued at $0.026 per share, issued pursuant to Section 8.03 of the Plan, as set
forth in Plan Exhibit A hereto.

       (c)     Impairment.  The Class 3B Claims are Impaired.

       4.04     Class 4.  Allowed Equity Interests.
                --------  -------------------------

       (a)      Description.  Class 4 consists of the holders of Allowed Equity
Interests.  Equity Interests consist of any share of preferred stock, common
stock or other instrument evidencing an ownership interest in the Debtor,
whether or not transferable, and any option, warrant or right, contractual or
otherwise, to acquire any such interest.

       (b)      Treatment. The holders of Allowed Equity Interests shall be
entitled to retain their Interests in the Reorganized Debtors, subject to the
New Common Stock of the Debtor valued at $0.026 per share issued (i) pursuant to
the Class 3 Election, (ii) to Insiders who are holders of Allowed Unsecured
Claims, or (iii) ACH in repayment of the DIP Financing.  See Plan Exhibit A
hereto.  Other than retaining their Interests in the Debtor, the holders of
Allowed Class 4 Claims shall not be entitled to receive any Distribution under
the Plan on account of such Equity Interests.

       (c)      Impairment.  Class 4 Interests are not Impaired.  Class 4
holders shall receive notice of the Confirmation Hearing under the Notification
Order.  Class 4 holders shall not be solicited to vote.  To the extent Class 4
is deemed Impaired, Class 4 shall be deemed to have rejected the Plan, and the
Plan shall be confirmed pursuant to Section 5.02 of this Plan.


                                  ARTICLE V

                PROVISIONS REGARDING VOTING AND DISTRIBUTIONS
              UNDER THE PLAN, ALLOWANCE OF CERTAIN CLAIMS, AND
             TREATMENT OF DISPUTED, CONTINGENT AND UNLIQUIDATED
         ADMINISTRATIVE EXPENSE CLAIMS, CLAIMS AND EQUITY INTERESTS
         ----------------------------------------------------------

      5.01     Voting of Claims and Equity Interests
              -------------------------------------
       Each holder of an Allowed Claim or Equity Interest in an Impaired Class
of Claims or Equity Interests that is entitled to vote on the Plan pursuant to
the Code shall be entitled to vote separately to accept or reject the Plan as
provided in such order as may be entered by the Court establishing certain
procedures with respect to the solicitation and tabulation of votes to accept or
reject the Plan, or any other order or orders of the Court.

      5.02     Nonconsensual Confirmation ("Cram down")
               ----------------------------------------
       To the extent any Impaired Class of Claims or Equity Interests entitled
to vote does not accept the Plan by the statutory majorities required by section
1126(c) of the Code, the Debtor is requesting confirmation of the Plan under the
cram down provisions of section 1129(b) of the Code.

     5.03     Method of Distribution Under the Plan
              -------------------------------------
       (a)     Subject to Rule 9010, and except as otherwise provided in Section
5.03 of the Plan, all distributions under the Plan shall be made by the
Reorganized Debtor to the holder of each Allowed Claim at the address of such
holder as listed on the Schedules as of the Distribution Record Date unless the
Debtor or Reorganized Debtor has been notified in writing of a change of
address, including by the filing of a proof of Claim by such holder that
provides an address different from the address reflected on the Schedules.

       (b)     Any payment of Cash made by the Reorganized Debtor pursuant to
the Plan shall be made by check drawn on a domestic bank or by wire transfer.

       (c)     Any payment or distribution required to be made under the Plan on
a day other than a Business Day shall be made on the next succeeding Business
Day.

       (d)     No payment of Cash less than one hundred dollars ($100.00) shall
be made by the Reorganized Debtor to any holder of a Claim unless a request
therefor is made in writing to the Reorganized Debtor, or unless the
Distribution is a final Distribution.

       (f)     No fractional amounts of Cash shall be distributed pursuant to
the Plan.  When any distribution on account of an Allowed Claim pursuant to the
Plan would otherwise result in the Distribution of Cash that is not a whole
number, the actual Distribution shall be rounded as follows:   fractions of 1/2
or greater shall be rounded to the next higher whole number and  fractions of
less than 1/2 shall be rounded to the next lower whole number.

       (g)     Any distributions of Cash or other property under the Plan that
are unclaimed for a period of six (6) months after the Distribution Date shall
be vested in Reorganized Debtor and any entitlement of any holder of any Claim
to such distributions shall be extinguished and forever barred.

       (h)     Unless otherwise provided herein, all Initial Distributions and
deliveries to be made on the Effective Date shall be made on the Initial
Distribution Date.  Notwithstanding the foregoing, subsequent distributions
shall be made on the Judgment Distribution Date and each Subsequent Distribution
Date in accordance with the terms set forth in the Plan unless the
administrative costs of making such distributions would be excessive in
comparison to the amounts to be distributed.

       (i)     At the close of business on the Distribution Record Date, the
claims register shall be closed, and there shall be no further changes in the
record holders of any Claims.  The Debtor, the Reorganized Debtor and any
Disbursing Agent shall have no obligation to recognize any transfer of any
Claims occurring after the Distribution Record Date, provided that the foregoing
will not be deemed to prohibit the sale or transfer of any Claim subsequent to
the Distribution Record Date and prior to the Effective Date.  The Debtor, the
Reorganized Debtor and any Distribution Agent shall instead be entitled to
recognize and deal for all purposes under the Plan with only those record
holders as of the close of business on the Distribution Record Date.

       5.04     Distributions Withheld for Disputed General Unsecured Claims
                ------------------------------------------------------------
       (a)     Establishment and Maintenance of Reserve

       On the Effective Date and each Subsequent Distribution Date, to the
extent necessary, the Reorganized Debtor shall reserve from the Distributions to
be made on such dates to the holders of Allowed Claims, an amount in Cash or New
Common Stock equal to one-hundred percent (100%) of the Distributions to which
holders of Disputed Claims would be entitled under the Plan as of such dates if
such Disputed Claims were Allowed Claims in their Disputed Claim Amounts or as
estimated by the Debtor or the Court in accordance with Section 5.09 of the Plan
(the "Disputed Claims Reserve").  The Debtor is not aware of any Disputed
General Unsecured Claims.

     (b)     Property Held in Disputed Claims Reserve

       Cash or New Common Stock in the Disputed Claims Reserve shall (together
with all distributions thereon) be held in trust by the Reorganized Debtor for
the benefit of the potential recipients of such Cash and shall not constitute
property of the Reorganized Debtor.

     (c)     Distributions Upon Allowance of Disputed General Unsecured Claims

       The holder of a Disputed Claim that becomes an Allowed Claim subsequent
to the Effective Date shall receive distributions of Cash and any other
consideration from the Disputed Claims Reserve from the Reorganized Debtor
within ten (10) days following the date on which such Disputed becomes an
Allowed Claim pursuant to a Final Order.  Such distributions shall be made in
accordance with the Plan.

     (d)     No Surplus Distributions to Holders of Allowed      General
Unsecured Claims or Allowed Equity Interests

       To the extent that a Disputed Claim is not Allowed or becomes an Allowed
Claim in an amount less than the Disputed Claim Amount, the excess of Cash and
any other consideration in the Disputed Claims Reserve over the amount of Cash
and any other consideration actually distributed on account of such Disputed
shall revest in the Reorganized Debtor.

     (e)     Expenses of Disputed Claims Reserve

       Except as otherwise ordered by the Court, the amount of any reasonable
expenses incurred by the Reorganized Debtor or the Disbursing Agent on or after
the Effective Date with respect to the Disputed Claims Reserve shall be paid by
the Reorganized Debtor.

      5.05     Procedures for Allowance or Disallowance of Disputed Claims
               -----------------------------------------------------------
     (a)     Objections to and Resolution of Administrative Claims, Claims and
Equity Interests

       Except as to applications for allowance of compensation and reimbursement
of expenses under sections 330 and 503 of the Code, the Debtor or the
Reorganized Debtor shall have the exclusive right to make and file objections to
Administrative Claims, Claims and Equity Interests subsequent to the Effective
Date.  All objections shall be litigated to Final Order; provided, however, that
following the Effective Date, the Reorganized Debtor shall have the authority to
compromise, settle, otherwise resolve or withdraw any of their objections
without approval of the Court.  Unless otherwise ordered by the Court, the
Debtor or the Reorganized Debtor shall file all objections to Claims and Equity
Interests and serve such objections upon the holder of the Claim or Equity
Interest as to which the objection is made as soon as is practicable, but in no
event later than one hundred twenty (120) days after the Effective Date or such
later date as may be approved by the Court.  The Debtor or the Reorganized
Debtor reserve the right to object to Administrative Claims as such claims arise
in the ordinary course of business.  The Reorganized Debtor shall bear all costs
and expenses relating to the investigation and prosecution of Disputed Claims
and Disputed Equity Interests from and after the Effective Date.

     (b)     No Distribution Pending Allowance

       Notwithstanding any other provision of the Plan, if any portion of a
Claim or Equity Interest is disputed, the full amount of such Claim or Equity
Interest shall be treated as a Disputed Claim or Disputed Equity Interest for
purposes of this Plan, and no payment or distribution provided under the Plan
shall be made on account of such Claim or Equity Interest unless and until such
Disputed Claim or Disputed Equity Interest becomes an Allowed Claim or Allowed
Equity Interest (in whole or in part).

     (c)     Disallowed Claims

       All Claims or Equity Interests held by Persons against whom the Debtor or
Reorganized Debtor has commenced a proceeding asserting a cause of action under
sections 542, 543, 544, 545, 547, 548, 549, and/or 550 of the Code, shall be
deemed "disallowed" Claims or Equity Interests pursuant to section 502(d) of the
Code and holders of such Claims or Equity Interests shall not be entitled to
vote to accept or reject the Plan, unless a motion under Bankruptcy Rule 3018 is
filed and granted before [________], the deadline for voting on the Plan.
Claims or Equity Interests that are deemed disallowed pursuant Section 5.06(c)
of the Plan shall continue to be disallowed for all purposes until the avoidance
action against such party has been settled or resolved by Final Order and any
sums due to the Debtor or the Reorganized Debtor from such party have been paid.

      5.06     Disbursing Agent
               ----------------
      The Reorganized Debtor, or such Person(s) as the Reorganized Debtor may
designate with approval of the Court, will act as Disbursing Agent under the
Plan with respect to all distributions to holders of Claims and Equity
Interests, and will make all distributions required to be distributed under the
applicable provisions of the Plan. Any Disbursing Agent may employ or contract
with other entities to assist in or make the distributions required by the Plan.
Each Disbursing Agent will serve without bond, and each Disbursing Agent, other
than the Reorganized Debtor, will receive, without further Bankruptcy Court
approval, reasonable compensation for distribution services rendered pursuant to
the Plan and reimbursement of reasonable out-of-pocket expenses incurred in
connection with such services from the Reorganized Debtor on terms acceptable to
the Reorganized Debtor.  The Reorganized Debtor shall hold all reserves and
accounts pursuant to the Plan and the Disputed Claims Reserve.

      5.07     Setoffs and Recoupment
               ----------------------
       The Debtor may, but shall not be required to, set off (pursuant to the
provisions of sections 553 and 362 of the Code or other applicable law) against
or recoup from any Claim and the payments to be made pursuant to the Plan in
respect of such Claim of any nature whatsoever that the Debtor may have against
the claimant, but neither the failure to do so nor the allowance of any Claim
hereunder shall constitute a waiver or release by the Debtor of any setoff or
recoupment right it may have against the holder of such Claim.

       5.08     Allocation of Plan Distributions Between Principal and Interest
                ---------------------------------------------------------------
       To the extent that any Allowed Claim entitled to a distribution under the
Plan is comprised of indebtedness and accrued but unpaid interest thereon, such
distribution shall be allocated to the principal amount (as determined for
federal income tax purposes) of the Claim first, and then to accrued but unpaid
interest.


       5.09     Estimations of Claims
                ---------------------
       For purposes of calculating and making distributions under the Plan, the
Debtor or Reorganized Debtor, as applicable, shall be entitled to estimate, in
good faith and with due regard to litigation risks associated with Disputed
Claims, the maximum dollar amount of Allowed and Disputed Claims, inclusive of
contingent and/or unliquidated Claims in a particular Class.  The Debtor and the
Reorganized Debtor may at any time request that the Court estimate any
contingent or unliquidated Claim pursuant to section 502(c) of the Code or
otherwise regardless of whether the Debtor or Reorganized Debtor previously
objected to such Claim or whether the Court has ruled on any such objection, and
the Court will retain jurisdiction to estimate any Claim at any time during
litigation concerning such objection to any claim, including without limitation,
during the pendency of any appeal relating to any such objection.  In the event
that the Court estimates any contingent or unliquidated claim, the amount so
estimated shall constitute either the Allowed amount of such Claim or a maximum
limitation on the amount of such Claim, as determined by the Court.  If the
estimated amount constitutes a maximum limitation on the amount of such Claim,
the Debtor or the Reorganized Debtor may pursue supplementary proceedings to
object to the allowance of such Claim.  All of the aforementioned objection,
estimation, and resolution procedures are intended to be cumulative and not
exclusive of one another.  Claims may be estimated and subsequently compromised,
settled, withdrawn, or resolved by any mechanism approved by the Court.

       5.10     No Recourse
                -----------
       Notwithstanding that the Allowed amount of any particular Disputed Claim
is reconsidered under the applicable provisions of the Code and Rules or is
Allowed in an amount for which after application of the payment priorities
established by the Plan there is insufficient value to provide a recovery equal
to that received by other holders of Allowed Claims in the respective Class, no
Claim holder shall have recourse against the Disbursing Agent, the Debtor, the
Reorganized Debtor, or any of their respective professionals, consultants,
officers, directors or Affiliates or their respective successors or assigns, or
any of their respective property.  However, nothing in the Plan shall modify any
right of a holder of a Claim under section 502(j) of the Code.  THE ESTIMATION
OF CLAIMS AND ESTABLISHMENT OF RESERVES UNDER THE PLAN MAY LIMIT THE
DISTRIBUTION TO BE MADE ON INDIVIDUAL DISPUTED CLAIMS, REGARDLESS OF THE AMOUNT
FINALLY ALLOWED ON ACCOUNT OF SUCH DISPUTED CLAIMS.

       5.11     Amendments to Claims
                --------------------
       A Claim may be amended prior to the Confirmation Date only as agreed upon
by the Debtor and the holder of such Claim, or as otherwise permitted by the
Court, the Rules or applicable law.  After the Confirmation Date, a Claim may
not be amended without the authorization of the Court.  Any amendment to a Claim
filed after the Confirmation Date shall be deemed disallowed in full and
expunged without any action by the Debtor, the Reorganized Debtor or the Estate,
unless the Claim holder has obtained prior Court authorization for the filing of
such amendment.

       5.12     Postpetition Interest on Claims
                -------------------------------
       Unless expressly provided in the Plan, the Confirmation Order, or any
contract, instrument, release, settlement, or other agreement entered into in
connection with the Plan or required by applicable law, postpetition interest
shall not accrue on or after the Petition Date on account of any Claim.
                                   ARTICLE VI

                   EXECUTORY CONTRACTS AND UNEXPIRED LEASES
                   ----------------------------------------

       6.01     Assumption or Rejection of Executory Contracts and Unexpired
Leases          ------------------------------------------------------------
------
       (a)     Executory Contracts and Unexpired Leases

       The Code grants the Debtor the power, subject to the approval of the
Court, to assume or reject executory contracts and unexpired leases.  If an
executory contract or unexpired lease is rejected, the other party to the
agreement may file a claim for damages incurred by reason of the rejection.  In
the case of rejection of leases of real property, such damage claims are subject
to certain limitations imposed by the Code.

       Pursuant to sections 365(a) and 1123(b)(2) of the Code, all executory
contracts and unexpired leases between the Debtor and any Person shall be deemed
rejected by the Reorganized Debtor as of the Effective Date, except for any
executory contract or unexpired lease (i) which previously has been assumed or
rejected pursuant to an order of the Court entered prior to the Effective Date,
(ii) as to which a motion for approval of the assumption or rejection of such
executory contract or unexpired lease has been filed and served prior to the
Effective Date or (iii) which is listed on the Assumption List which shall be
filed with the Court and served on the affected parties by no later than ten
(10) days prior to the commencement of the Confirmation Hearing; provided,
however, that the Debtor or Reorganized Debtor shall have the right, on or prior
to the Confirmation Date, to amend the Assumption List to delete any executory
contract or unexpired lease therefrom or add any executory contract or unexpired
lease thereto, in which event such executory contract(s) or unexpired lease(s)
shall be deemed, respectively, assumed or rejected.  The Debtor or Reorganized
Debtor shall provide notice of any amendments to the Assumption List to the non-
debtor parties to the executory contracts and unexpired leases affected thereby.
The listing of a document on the Assumption List shall not constitute an
admission by the Debtor or Reorganized Debtor that such document is an executory
contract or an unexpired lease or that the Debtor or Reorganized Debtor have any
liability thereunder.

     (b)     Schedules of Rejected Executory Contracts and Unexpired Leases;
Inclusiveness

       Each executory contract and unexpired lease listed or to be listed on the
Assumption List that relates to the use or occupancy of real property shall be
deemed to include (i) all modifications, amendments, supplements, restatements,
or other agreements made directly or indirectly by any agreement, instrument, or
other document that in any manner affects such executory contract or unexpired
lease, without regard to whether such agreement, instrument or other document is
listed on the Assumption List and (ii) all executory contracts or unexpired
leases appurtenant to the premises listed on the Assumption List, including,
without limitation, all easements, licenses, permits, rights, privileges,
immunities, options, rights of first refusal, powers, uses, usufructs,
reciprocal easement agreements, vault, tunnel or bridge agreements or
franchises, and any other interests in real estate or rights in rem relating to
such premises, unless any of the foregoing agreements previously have been
assumed.

     (c)     Insurance Policies

       Each of the Debtor's insurance policies and any agreements, documents or
instruments relating thereto, including without limitation, any retrospective
premium rating plans relating to such policies, shall be treated as executory
contracts under the Plan.  Notwithstanding the foregoing, distributions under
the Plan to any holder of a Claim covered by any insurance policies and related
agreements, documents or instruments that are assumed hereunder, shall comply
with the treatment provided under the Plan.  Nothing contained in the Plan shall
constitute or be deemed a waiver or release of any Cause of Action that the
Debtor may hold against any entity, including, without limitation, the insurers
under any of the Debtor's policies of insurance.

     (d)     Approval of Assumption or Rejection of Executory Contracts and
Unexpired Leases

       Subject to the occurrence of the Effective Date, entry of the
Confirmation Order shall constitute (i) the approval, pursuant to sections
365(a) and 1123(b)(2) of the Code, of the assumption of the executory contracts
and unexpired leases assumed pursuant to Article VI of the Plan and (ii) the
approval, pursuant to sections 365(a) and 1123(b)(2) of the Code, of the
rejection of the executory contracts and unexpired leases rejected pursuant to
the Plan.

       6.02     Cure of Defaults
                ----------------
       To the extent that cure payments are due with respect to an executory
contract or unexpired lease to be assumed pursuant to the Plan, the amount of
such cure payment shall be listed in the Plan Supplement.  To the extent that
the non-debtor party to any executory contract or unexpired lease disagrees with
the cure amount listed in the Plan Supplement, such party must file a notice of
dispute with the Court and serve such notice on the Debtors by no later than
five (5) days prior to the Confirmation Hearing.  Except as may otherwise be
agreed to by the parties, within sixty (60) days after the Effective Date, the
Reorganized Debtor shall cure any and all undisputed defaults under any
executory contract or unexpired lease assumed pursuant to the Plan in accordance
with section 365(b)(1) of the Code.  All disputed defaults that are required to
be cured shall be cured either within thirty (30) days of the entry of a Final
Order determining the amount, if any, of the Debtor's or Reorganized Debtor's
liability with respect thereto, or as may otherwise be agreed to by the parties.
If there are any objections filed, the Court shall hold a hearing.  In the event
the Court determines that the cure amount is greater than the cure amount listed
by the Debtor, the Reorganized Debtor may elect to reject the contract or
unexpired lease and not pay such greater cure amount.

      6.03     Bar Date for Filing Proofs of Claim Relating to Executory
Contracts and Unexpired Leases Rejected Pursuant to the Plan
------------------------------------------------------------
       Claims arising out of the rejection of an executory contract or unexpired
lease pursuant to the Plan must be filed with the Court and/or served upon the
Debtor or Reorganized Debtor or as otherwise may be provided in the Confirmation
Order, by no later than thirty (30) days after the later of (i) notice of entry
of an order approving the rejection of such executory contract or unexpired
lease, (ii) notice of entry of the Confirmation Order and (iii) notice of an
amendment to the Assumption List.  Any Claim not filed within such time will be
forever barred from assertion against the Debtor, its Estate, the Reorganized
Debtor and its property.  Unless otherwise ordered by the Court, all Claims
arising from the rejection of executory contracts and unexpired leases shall be
treated as Unsecured Claims under the Plan.  The Debtor is not aware of any
claims arising out of the rejection of an executory contract or unexpired lease.


                                  ARTICLE VII

                  PROVISIONS REGARDING CORPORATE GOVERNANCE
                  -----------------------------------------

       On the Effective Date, the management, control and operation of the
Reorganized Debtor shall become the general responsibility of the board of
directors of the Reorganized Debtor, which shall, thereafter, have the
responsibility for the management, control and operation of the Reorganized
Debtor.

     7.01     Meetings of Stockholders
              ------------------------
       In accordance with the Reorganized Debtor's Certificate of Incorporation
and the Reorganized Debtor's Bylaws, as the same may be amended from time to
time, the first annual meeting of the stockholders of Reorganized Debtor shall
be held on a date selected by its board of directors.

     7.02     Bylaws and Certificates of Incorporation
              ----------------------------------------
       On the Effective Date, the adoption of the Reorganized Debtor's
Certificate of Incorporation and the Reorganized Debtor's Bylaws shall be
authorized and approved in all respects to be effective as of the Effective
Date, in each case without further action under applicable law, regulation,
order, or rule, and including without any further action by the stockholders or
directors of the Debtor, the Debtor in Possession or the Reorganized Debtor.
The Reorganized Debtor's Certificate of Incorporation shall (i) prohibit the
issuance of nonvoting equity securities as required by section 1123(a)(6) of the
Code, (ii) authorize the reincorporation under the laws of the State of Florida,
and (iii) authorize any other actions necessary to implementing the Plan,
subject to further amendment of such certificates of incorporation as permitted
by applicable law and the applicable organizational documents.

     7.03     Selection of Board Members
              --------------------------
       Members of the board of directors shall be selected in accordance with
the Reorganized Debtor's Certificate of Incorporation.  As of the Effective Date
of the Plan, the members of the initial board of directors shall in each case
serve until their respective resignations or removal in accordance with
applicable law, or the applicable organizational documents.  A schedule setting
forth the identities of the Initial Board of Directors shall be filed with the
Clerk of the Court no later than ten (10) days prior to the commencement of the
Confirmation Hearing.  Elections, removal and terms of directors will be in
accordance with Florida General Corporate Law.

     7.04     Corporate Governance
              --------------------
      The business and affairs of the Reorganized Debtor shall be managed by its
board of directors in accordance with the Reorganized Debtor's Bylaws, the
Reorganized Debtor's Charter and applicable nonbankruptcy law.


     7.05     Officers
              --------
       The officers of the Debtor immediately prior to the Effective Date shall
in each case serve as the initial officers of the Reorganized Debtor on and
after the Effective Date and in accordance with any employment agreement with
the Reorganized Debtor, the applicable organizational documents, and applicable
nonbankruptcy law.  A schedule setting forth the identities of the initial
officers shall be filed with the Clerk of the Court no later than ten (10) days
prior to the commencement of the Confirmation Hearing.   After the Effective
Date, the officers of the Reorganized Debtor shall be determined by the board of
directors, in each case until their respective resignations or removal in
accordance with applicable law and the applicable organizational documents.


                                 ARTICLE VIII

                            MEANS FOR IMPLEMENTATION
                      AND EFFECT OF CONFIRMATION OF PLAN
                      ----------------------------------

    Upon confirmation of the Plan, and in accordance with the Confirmation
Order, the Debtor or Reorganized Debtor, as the case may be, will be authorized
to take all necessary steps, and perform all necessary acts, to consummate the
terms and conditions of the Plan.  In addition to the provisions set forth
elsewhere in the Plan, the following shall constitute the means for
implementation of the Plan.

     8.01       The Reorganized Debtor
                ----------------------
     Except as otherwise provided in the Plan, on the Effective Date of the
Plan, all Assets of the Debtor shall be vested in the Reorganized Debtor.  The
Reorganized Debtor shall assume all of the Debtor's rights, obligations and
liabilities under the Plan.

     Following the Effective Date, eCom will take steps to acquire one or more
operating businesses, and will attempt to negotiate transactional agreements
with respect thereto.

     8.02     Management
              ----------
     Initially, Barney A Richmond will continue to serve as eCom's chief
executive officer, and Mr. Richard Turner will continue to serve as eCom's
treasurer and chief financial officer.  Messrs. Richmond and Turner will devote
sufficient time to eCom in order to pursue its objectives.  Messrs. Richmond and
Turner will, for the foreseeable future, provide their services to eCom at no
cost.

     Mr. Richmond is Chairman of American Capital Holdings, Inc.  He has been an
independent advisor and investor in assisting companies, as well as individuals,
regarding public offerings, mergers, reverse mergers and a variety of corporate
financing issues.

     Mr. Turner was employed as an accountant responsible for corporate and
individual tax returns, business write-up services, and business consulting
services, including computer and database management.  He was also formerly
responsible for financial reporting, budgeting and cost accounting on behalf of
a bank.

     8.03     Capital Stock and Issuance of New Common Stock
              -----------------------------------------------
     Upon the effective date of the Plan, eCom shall emerge from bankruptcy as a
public company.  Under the Plan, all holders of Allowed Equity Interests shall
retain their Equity Interests, subject to dilution by the New Common Stock to be
issued pursuant to this Plan.  Although eCom believes it has over 5,000
shareholders, a portion of the shares are held in street name and, therefore,
eCom is not able to determine the precise number of actual shareholders.

     There are currently 49,953,112 shares of eCom's common stock outstanding.
Under this Plan, eCom will issue approximately 31,593,064 shares of New Common
Stock, to be distributed as set forth in Exhibit A hereto to holders of claims
in Classes 3A and 3B, and to ACH in repayment of the DIP Financing.  After
issuance, there will be 81,548,176 shares of common stock outstanding.

     The New Common Stock to be issued on the Effective Date will be issued
pursuant to the exemption from the registration requirements of the Securities
Act of 1933 (and of equivalent state securities or "blue sky" laws) provided by
Section 1145(a) of the Bankruptcy Code, 11 U.S.C.   1145.  Generally, Section
1145(a) of the Bankruptcy Code exempts from the registration requirements of the
Securities Act and equivalent state securities and "blue sky" laws the issuance
of securities directly or through a warrant to purchase such securities if the
following conditions are satisfied:  (a) the securities are issued by a debtor,
an affiliate participating in a joint plan with the debtor, or a successor to
the debtor under a chapter 11 plan; (b) the recipients of the securities hold a
claim against, an interest in, or a claim for an administrative expense against,
the debtor and (c) the securities are issued entirely in exchange for the
recipient's claim against or interest in the debtor or are issued "principally"
in such exchange and "partly" for cash or property.  The Debtor believes that
the issuance of the New Common Stock will satisfy the aforementioned
requirements.

     8.04     New Funding
              -----------
     On the Effective Date of the Plan, ACH will advance funds in the form of a
loan to the Reorganized Debtor in order to fund obligations under the Plan.
Additionally, American Capital Holdings, Inc. shall advance to eCom funds
sufficient to comply with reporting requirements under any applicable federal
and state securities laws, and to file all required federal, state and local tax
returns.  The amount of such New Funding is estimated to be $129,000, as set
forth in the projections and pro forma balance sheet provided in Plan Exhibit B
hereto.  ACH has placed this amount in escrow.   The New Funding shall be loaned
to the Reorganized Debtor on the following terms:  (x) the New Funding shall be
loaned on an unsecured basis, (y) the New Funding shall accrue interest at the
rate of 8% per annum, and (z) the New Funding, plus accrued interest, shall be
due and payable in full on the third (3rd) anniversary of the Effective Date by
either (i) converting such amount into common shares of the Reorganized Debtor's
stock at a conversion rate equal to the average trading price of common shares
over the five (5) business days preceding the third (3rd) anniversary of the
Effective Date, (ii) paying such amount in Cash, or (iii) a combination of
(z)(i) and (z)(ii); provided, however, that the Reorganized Debtor may, in its
sole discretion, prepay (without penalty) all or any portion of the New Funding,
plus accrued interest, at any time prior to the third (3rd) anniversary of the
Effective Date by means provided in Section 8.04(z)(i), (ii) or (iii) hereof


     8.05     Acquisition of IS Direct Agency, Incorporated
              ---------------------------------------------
     On the Effective Date or as soon as practical thereafter, the Reorganized
Debtor may continue to pursue negotiations with IS Direct.

     8.06     Spin-Off of Subsidiaries
              ------------------------
     On December 1, 2003, the board of directors of eCom approved the spinoff of
the Subsidiaries.  On June 4, 2004, the board of directors of eCom readopted a
resolution to spinoff the Subsidiaries and authorized whatever action necessary
to complete this process including acquisitions and mergers. In this regard, the
board included  instructions for the distribution of stock by its Transfer
Agent, Florida Atlantic Stock Transfer (FAST), to the proper entities when the
share certificates were properly exercised and costs relating to the issuance of
these shares were paid in full. Notwithstanding the foregoing, eCom was not able
to pay FAST the amounts required to send out the stock certificates to the
shareholders and, therefore, the shares were not issued.  Due to eCom's
financial condition, eCom was unable to effectuate the spinoffs.  In connection
with the spinoffs, eCom owned all outstanding and issued shares of common stock
in the Subsidiaries.  By spinning off the Subsidiaries, eCom distributed the
common stock of the Subsidiaries to eCom's shareholders in proportion to the
shares held in eCom as of the relevant record date.

     On November 29, 2004, an involuntary petition was filed against eCom under
Chapter 11 of Title 11 of the United States Code.  Thereafter, an order for
relief was entered by the United States Bankruptcy Court on May 16, 2005.   On
June 2, 2005, the shares of the Subsidiaries were distributed to eCom
shareholders of record, as of May 27, 2005.  Subsequent thereto, eCom caused a
registration statement on Form 10-SB to be filed for each of the Subsidiaries.

     eCom believed that it could effectuate the spinoffs pursuant to the
criteria and procedures set forth in the September 16, 1997 Securities and
Exchange Commission Staff Legal Bulletin No. 4 issued regarding the
applicability of Section 5 of the Securities Act of 1933 (the "Bulletin").  eCom
was subsequently advised by the Staff of the Securities and Exchange Commission
("SEC") that the Subsidiaries may not qualify for the spinoff procedures set
forth in the Bulletin for a number of reasons, including the facts that (i)
there may not have been a valid "business purpose" as defined in the Bulletin,
and (ii) the certificates evidencing the shares were distributed prior to having
an effective Form 10-SB registration statement available for distribution to
shareholders.  At the request of the SEC staff, eCom voluntarily withdrew the
Form 10-SB registration statements.  Form 10-SB registration statements will be
filed post-Effective Date for each of the Subsidiaries when appropriate
transactions are finalized as to each Subsidiary.

     8.07     Effectiveness of Securities, Instruments and Agreements
              -------------------------------------------------------
       On the Effective Date, all documents described in the Plan Supplement and
all other agreements entered into or documents issued pursuant to the Plan
and/or any agreement entered into or instrument or document issued in connection
with any of the foregoing, as applicable, shall become effective and binding
upon the parties thereto in accordance with their respective terms and
conditions and shall be deemed to become effective simultaneously.

     8.08     Corporate Action
              ----------------
     On the Effective Date, all matters provided for under the Plan that would
otherwise require approval of the stockholders, directors or members of one or
more of the Debtor or Reorganized Debtor or their successors in interest under
the Plan shall be deemed to have occurred and shall be in full force and effect
from and after the Effective Date pursuant to the General Corporation Law of the
State of Florida, without any requirement of further action by the stockholders
or directors of the Debtor or Reorganized Debtor.

     8.09     Approval of Agreements
              ----------------------
     Entry of the Confirmation Order shall constitute approval of the Plan
Documents and all such transactions, subject to the occurrence of the Effective
Date.

     8.10     No Change of Control
              --------------------
       Any acceleration, vesting or similar change of control rights of any
Person under employment, benefit or other arrangements with the Debtor that
could otherwise be triggered by the entry of the Confirmation Order or the
consummation of the Plan or any of the transactions contemplated thereby shall
be deemed to be waived and of no force or effect.

     8.11     Restructuring Transactions
              --------------------------
       On and after the Effective Date, the Reorganized Debtor or the
Subsidiaries may enter into such transactions and may take such actions as may
be necessary or appropriate to effect a corporate restructuring of its
respective businesses, subject to the terms, conditions and restrictions set
forth in the Bylaws of, or otherwise applicable to, the Reorganized Debtor or
the Subsidiaries.  Such restructuring may include one or more mergers,
consolidations, restructures, dispositions, liquidations, or dissolutions, as
may be determined by the Reorganized Debtor or the Subsidiaries to be necessary
or appropriate (collectively, the "Restructuring Transactions").  The actions to
effect the Restructuring Transactions may include: (i) the execution and
delivery of appropriate agreements or other documents of merger, consolidation,
restructuring, disposition, liquidation, or dissolution containing terms that
are consistent with the terms of the Plan and that satisfy the applicable
requirements of applicable state law and such other terms to which the
applicable entities may agree; (ii) the execution and delivery of appropriate
instruments of transfer, assignment, assumption, or delegation of any asset,
property, right, liability, duty, or obligation on terms consistent with the
terms of the Plan and having such other terms to which the applicable entities
may agree; (iii) the filing of appropriate certificates or articles of merger,
consolidation, or dissolution pursuant to applicable state law; and (iv) all
other actions that the applicable entities determine to be necessary or
appropriate, including making filings or recordings that may be required by
applicable state law in connection with such transactions.  The Restructuring
Transactions may include one or more mergers, consolidations, restructures,
dispositions, liquidations, or dissolutions, as may be determined by the
Reorganized Debtor or the Subsidiaries to be necessary or appropriate to result
in substantially all of the respective assets, properties, rights, liabilities,
duties, and obligations of the Reorganized Debtor or the Subsidiaries vesting in
one or more surviving, resulting or acquiring corporations.  In each case in
which the surviving, resulting, or acquiring corporation in any such transaction
is a successor to the Reorganized Debtor, such surviving, resulting, or
acquiring corporation will perform the obligations of the Reorganized Debtor
pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against the
Reorganized Debtor, as applicable and to the extent necessary.

     8.12     Operation of the Debtor in Possession Between the Confirmation
Date and the Effective Date
----------------------------------------------------------------------------
       The Debtor shall continue to operate as a debtor in possession in the
ordinary course, consistent with past practice, subject to the supervision of
the Court and pursuant to the Code and the Rules during the period from the
Confirmation Date through and until the Effective Date, and any obligation
incurred by the Debtor during that period shall constitute an Administrative
Claim.

     8.13     Administration After the Effective Date
              ---------------------------------------
       After the Effective Date, the Reorganized Debtor may operate its
business, and may use, acquire, and dispose of its property, free of any
restrictions of the Code and Rules.

     8.14     Term of Bankruptcy Injunction or Stays
              --------------------------------------
       All injunctions or stays provided for in the Case under sections 105 or
362 of the Code, or otherwise, and in existence on the Confirmation Date, shall
remain in full force and effect until the Effective Date.

     8.15     Revesting of Assets
              -------------------
       Pursuant to section 1141 of the Code, the property of the Estate of the
Debtor shall revest in the Reorganized Debtor on the Effective Date, free and
clear of all Liens, Claims and interests of holders of Claims and Equity
Interests, except as otherwise provided in the Plan or the Confirmation Order.

     8.16     Causes of Action
              ----------------
       As of the Effective Date, pursuant to section 1123(b)(3)(B) of the Code,
any and all Actions accruing to the Debtor and Debtor in Possession, including,
without limitation, actions under sections 510, 542, 544, 545, 547, 548, 549,
550, 551 and 553 of the Code, shall become assets of the Reorganized Debtor, and
the Reorganized Debtor shall have the authority to commence and prosecute such
Actions for the benefit of the Estate.  Specifically, the Reorganized Debtor
shall continue to prosecute any Action pending on the Effective Date.  Further,
section 547 of the Code enables a debtor in possession to avoid transfers to a
creditor, based upon an antecedent debt, made within ninety (90) days of the
petition date, which enables the creditor to receive more than it would under a
liquidation.  Creditors have defenses to the avoidance of such preferential
transfers based upon, among other things, the transfers having occurred as part
of the debtor's ordinary course of business, or that subsequent to the transfer
the creditor provided the debtor with new value.  The Reorganized Debtor will
analyze payments made by the Debtor to creditors within ninety (90) days (or in
the case of insiders, one year) before the Commencement Date (as set forth in
item 3(a) in the Debtor's Statement of Financial Affairs) to determine which
such payments may be avoidable as preferential transfers under the Code and, if
appropriate, prosecute such actions.

       After the Effective Date and before the case is closed, the Reorganized
Debtor shall have the authority to compromise and settle, otherwise resolve,
discontinue, abandon or dismiss all such Causes of Action upon filing and
approval of an appropriate motion under Bankruptcy Rule 9019.

       There are no pending Actions, the Debtor is not currently aware of any
Actions, and the Debtor does not currently intend to pursue any Actions,
including any Actions against any former insiders.

THIS PLAN PROPOSES AN INJUNCTION, WHICH IS DESCRIBED IN SECTIONS 8.17 AND 8.18
BELOW
------------------------------------------------------------------------------

     8.17     Discharge of Debtor
              -------------------
       Except as otherwise provided in this Plan, the rights afforded herein and
the treatment of all Claims and Equity Interests herein shall be in exchange for
and in complete satisfaction, discharge and release of Claims and Equity
Interests of any nature whatsoever, including any interest accrued on such
Claims from and after the Petition Date, against the Debtor and the Debtor in
Possession, the Estate, or any of the assets or properties under the Plan.
Except as otherwise provided herein, (i) on the Effective Date, all such Claims
against and Equity Interest in the Debtors shall be satisfied, discharged and
released in full, and (ii) all Persons shall be precluded and enjoined from
asserting against the Reorganized Debtor, the Subsidiaries, their successors, or
their assets or properties any other or further Claims or Equity Interests based
upon any act or omission, transaction or other activity of any kind or nature
that occurred prior to the Confirmation Date, whether or not such holder has
filed a proof of Claim or proof of Equity Interest and whether or not such
holder has voted to accept or reject the Plan.

     8.18     Injunction Related to Discharge
              -------------------------------
       Except as otherwise expressly provided in the Plan, the Confirmation
Order or a separate order of the Court, all Persons who have held, hold or may
hold Claims against or Equity Interests in the Debtor, are permanently enjoined,
on and after the Effective Date, from (i) commencing or continuing in any manner
any action or other proceeding of any kind with respect to any such Claim or
Equity Interest, (ii) enforcing, attaching, collecting or recovering by any
manner or means of any judgment, award, decree or order against the Debtor on
account of any such Claim or Equity Interest, (iii) creating, perfecting or
enforcing any Lien or asserting control of any kind against the Debtor or
against the property or interests in property of the Debtor on account of any
such Claim or Equity Interest and (iv) asserting any right of setoff,
subrogation or recoupment of any kind against any obligation due from the Debtor
or against the property or interests in property of the Debtor on account of any
such Claim or Equity Interest.  Such injunctions shall extend to the Debtor, its
successors, subsidiaries and affiliates, and their respective properties and
interests in property.

     8.19     Injunction Against Interference with the Plan
              ---------------------------------------------
       Upon the entry of a Confirmation Order with respect to the Plan, all
holders of Claims and Equity Interests and other parties in interest, along with
their respective present or former employees, agents, officers, directors, or
principals, shall be enjoined from taking any actions to interfere with the
implementation or consummation of the Plan, except with respect to actions any
such entity may take in connection with the pursuit of appellate rights.


                                  ARTICLE IX

                    CONFIRMATION AND EFFECTIVENESS OF THE PLAN
                    ------------------------------------------

       9.01     Conditions Precedent to Confirmation
                ------------------------------------
       The Plan shall not be confirmed by the Court unless and until the
following conditions shall have been satisfied or waived pursuant to Section
9.04 of the Plan:

       (a)     The Confirmation Order shall be in form and substance reasonably
acceptable to the Debtor and include, among other things, a finding of fact that
the Debtor, the Reorganized Debtor, and their respective present and former
members, officers, directors, employees, advisors, attorneys, and agents acted
in good faith within the meaning of and with respect to all of the actions
described in section 1125(e) of the Code and are therefore not liable for the
violation of any applicable law, rule or regulation governing such actions; and

      (b)     All exhibits to the Plan, including those to be contained in the
Plan Supplement, shall be in form and substance reasonably acceptable to the
Debtor and approved by the Court.

      9.02     Conditions Precedent to Effectiveness
               -------------------------------------
       The Plan shall not become effective unless and until the following
conditions have been satisfied or waived pursuant to Section 9.04 of the Plan:

       (a)     The Confirmation Order shall have been entered and shall be a
Final Order (with no modification or amendment thereof), and there shall be no
stay or injunction that would prevent the occurrence of the Effective Date;

       (b)     The statutory fees owing to the United States Trustee shall have
been paid in full;

       (c)     All other actions, authorizations, filings consents and
regulatory approvals required (if any) shall have been obtained, effected or
executed in a manner acceptable to the Debtor and remain in full force and
effect or, if waivable, waived by the Person or Persons entitled to the benefit
thereof.

      9.03     Effect of Failure of Conditions
               -------------------------------
       If each condition to the Effective Date specified in the Plan has not
been satisfied or duly waived within ninety (90) days after the Confirmation
Date, then upon the filing of a motion by the Debtor or a party-in-interest made
before the time that all conditions have been satisfied or duly waived, the
Confirmation Order may be vacated by the Bankruptcy Court; provided, however,
that notwithstanding the filing of such a motion, the Confirmation Order shall
not be vacated if each of the conditions to the Effective Date is either
satisfied or duly waived before the Court enters an order granting the relief
requested in such motion. If the Confirmation Order is vacated, the Plan shall
be deemed null and void in all respects, including without limitation the
discharge of Claims pursuant to section 1141 of the Code and the assumptions or
rejections of executory contracts and unexpired leases as provided by the Plan,
and nothing contained herein shall (1) constitute a waiver or release of any
Action by, or Claims against, the Debtor or (2) prejudice in any manner the
rights of the Debtor.

       9.04     Waiver of Conditions
                --------------------
       To the extent permitted under the Code, the Debtor may waive one or more
of the conditions precedent to confirmation of the Plan, or the condition
precedent to effectiveness of the Plan set forth in Section 9.02 of the Plan.
To the extent permitted under the Code, the Debtor may waive in writing one or
more of the other conditions precedent to confirmation and effectiveness of the
Plan, without further notice to parties in interest or the Bankruptcy Court
without a prior hearing.


                                  ARTICLE X

                            RETENTION OF JURISDICTION
                            -------------------------

       The Court shall have exclusive jurisdiction of all matters arising out
of, and related to, the Case and the Plan pursuant to, and for the purposes of,
sections 105(a) and 1142 of the Code and for, among other things, the following
purposes:

       (a)     to hear and determine pending applications for the assumption or
rejection of executory contracts or unexpired leases, if any are pending, and
the allowance of Claims resulting, therefrom;

       (b)     to determine any and all adversary proceedings, motions,
applications and contested matters, and other litigated matters pending on the
Confirmation Date;

       (c)     to hear and determine all Actions commenced by the Debtor or any
other party in interest with standing to do so, pursuant to sections 505, 542,
543, 544, 545, 547, 548, 549, 550, 551, and 553 of the Code, collection matters
related thereto, and settlements thereof;

       (d)     to hear and determine any objections to or the allowance,
classification, priority, compromise, estimation or payments of any
Administrative Claims, Claims or Equity Interests;

       (e)     to ensure that distributions to holders of Allowed Claims are
accomplished as provided in the Plan;

       (f)     to enter and implement such orders as may be appropriate in the
event the Confirmation Order is for any reason stayed, revoked, modified or
vacated;

       (g)     to issue such orders in aid of execution and consummation of the
Plan, to the extent authorized by section 1142 of the Code;

       (h)     to consider any amendments to or modifications of the Plan, to
cure any defect or omission, or to reconcile any inconsistency in the Plan, the
Plan Supplement, or any order of the Court, including, without limitation, the
Confirmation Order;

       (i)     to hear and determine all applications for compensation and
reimbursement of expenses of Professionals under sections 330, 331, and 503(b)
of the Code;

       (j)     to hear and determine disputes arising in connection with the
interpretation, implementation or enforcement of the Plan;

       (k)     to recover all assets of the Debtor and property of the Debtor's
Estate, wherever located;

       (l)     to determine any Claim of or any liability to a governmental unit
that may be asserted as a result of the transactions contemplated herein;

       (m)     to enforce the Plan, the Confirmation Order, and any other order,
judgment, injunction or ruling entered or made in the Case, including, without
limitation, the discharge, injunction, exculpation and releases provided for in
the Plan;

       (n)     to take any action and issue such orders as may be necessary to
construe, enforce, implement, execute, and consummate the Plan or to maintain
the integrity of the Plan following consummation;

       (o)     to hear and determine matters concerning state, local and federal
taxes in accordance with sections 346, 505, and 1146 of the Code (including, but
not limited to, an expedited determination under section 505(b) of the Code of
the tax liability of the Debtor for all taxable periods through the Effective
Date for all taxable periods of the Debtor through the liquidation and
dissolution of such entity);

       (p)     to hear any other matter not inconsistent with the Code; and

       (q)     to enter a final decree closing the Case; provided however, that
nothing in the Plan shall divest or deprive any other court or agency of any
jurisdiction it may have over the Reorganized Debtor under applicable
environmental laws.


                                    ARTICLE XI

                             MISCELLANEOUS PROVISIONS
                             ------------------------

     11.01     Effectuating Documents and Further Transactions.
               ------------------------------------------------
       The Debtor or Reorganized Debtor, as the case may be, is authorized to
execute, deliver, file or record such contracts, instruments, releases and other
agreements or documents and take such actions as may be necessary or appropriate
to implement, effectuate and further evidence the terms and conditions of the
Plan and any notes or securities issued pursuant to the Plan.

     11.02     Exemption from Transfer Taxes
               -----------------------------
       Pursuant to section 1146(c) of the Code, the issuance, transfer or
exchange of notes or equity securities under the Plan, creation of any mortgage,
deed of trust or other security interest, the making or assignment of any lease
or sublease, or the making or delivery of any instrument of transfer under, in
furtherance of, or in connection with the Plan, including, without limitation,
any merger agreements or agreements of consolidation, deeds, bills of sale or
assignments executed in connection with any of the transactions contemplated by
the Plan, shall not be subject to any stamp, real estate transfer, mortgage
recording, or other similar tax.

     11.03     Authorization to Request Prompt Tax Determinations.
               ---------------------------------------------------
       The Reorganized Debtor is authorized to request an expedited
determination under section 505(b) of the Code of the tax liability of the
Debtor, for all taxable periods through the Effective Date.

     11.04     Exculpation.
               ------------
       Subject to the occurrence of the Effective Date, neither the Debtor, the
Reorganized Debtor, American Capital Holdings, Inc. as Plan co-proponent, nor
any of their respective members, officers, directors, agents, financial
advisors, attorneys, employees, equity holders, partners, affiliates and
representatives (the "Exculpated Parties") shall have or incur any liability to
any holder of a Claim or Equity Interest for any act or omission in connection
with, related to, or arising out of, the Case, the Plan, the pursuit of
confirmation of the Plan, the consummation of the Plan or the administration of
the Plan or the property to be distributed under the Plan;  provided, that the
foregoing shall not operate as a waiver or release for (i) any express
contractual obligation owing by any such Person, (ii) willful misconduct or
gross negligence, and (iii) with respect to Professionals, liability arising
from claims of professional negligence which shall be governed by the standard
of care otherwise applicable to professional negligence claims under applicable
non-bankruptcy law, and, in all respects, the Exculpated Parties shall be
entitled to rely upon the advice of counsel with respect to their duties and
responsibilities under the Plan; provided further that nothing in the Plan
shall, or shall be deemed to, release the Exculpated Parties, or exculpate the
Exculpated Parties with respect to, their respective obligations or covenants
arising pursuant to the Plan; provided further that the foregoing shall not
operate as a waiver or release of Claims by governmental entities arising under
environmental laws.

     11.05     Releases
               --------
       On the Effective Date, the Debtor, the Reorganized Debtor, and any and
all Holders of Claims and Equity Interests shall  release unconditionally and
are hereby deemed to release unconditionally each of the Debtor, ACH and their
post-petition directors and officers, and Professionals (collectively, the
"Released Parties") from any and all claims, obligations, suits, judgments,
damages, losses, rights, remedies, causes of action, charges, costs, debts,
indebtedness, or liabilities whatsoever, whether known or unknown, foreseen or
unforeseen, existing or hereafter arising, in law, equity or otherwise, based in
whole or in part upon any act or omission, transaction, event or other
occurrence taking place between the Petition Date and the Effective Date, which
is in any way relating to the Debtor, this Case, any assets or Property of the
Estate, the business or operations of the Debtor, the DIP Financing, any Plan
Documents, the Plan, or any of the transactions contemplated thereby; provided,
however, that this release provision shall not be applicable to any liability
found by a court of competent jurisdiction to have resulted from fraud or the
willful misconduct or gross negligence of any such party.  With respect to
Professionals, the foregoing exclusion from this release provision shall also
include claims of professional negligence arising from the services provided by
such Professionals during the Case.  Any such claims shall be governed by the
standard of care otherwise applicable to the standard of negligence claims
outside of bankruptcy.  The Confirmation Order shall enjoin the prosecution by
any Person or entity, whether directly, derivatively or otherwise, of any such
claim, obligation, suit, judgment, damage, loss, right, remedy, cause of action,
charge, cost, debt, indebtedness, or liability which arose or accrued during
such period or was or could have been asserted against any of the Released
Parties, except as otherwise provided in the Plan or in the Confirmation Order.
Each of the Released Parties shall have the right to independently seek
enforcement of this release provision.  This release provision is an integral
part of the Plan and is essential to its implementation.


     11.06     Injunction Relating to Exculpation
               ----------------------------------
       The Confirmation Order will contain an injunction, effective on the
Effective Date, permanently enjoining the commencement or prosecution by the
Debtor, the Reorganized Debtor and any other Person, whether derivatively or
otherwise, of any action or causes of action against any party exculpated,
released or discharged pursuant to this Plan.

     11.07     Post-Effective Date Fees and Expenses
               -------------------------------------
       From and after the Effective Date, the Reorganized Debtor shall, in the
ordinary course of business and without the necessity for any approval by the
Bankruptcy Court, pay the reasonable fees and expenses of Professional persons
thereafter incurred by the Reorganized Debtor, including, without limitation,
those fees and expenses incurred in connection with the implementation and
consummation of the Plan.

     11.08     Payment of Statutory Fees
               -------------------------
       The Reorganized Debtor shall be responsible for timely payment of fees
incurred pursuant to 28 U.S.C.   1930(a)(6).  After confirmation, the
Reorganized Debtor shall file with the Court and serve on the United States
Trustee a quarterly financial report regarding all income and disbursements,
including all plan payments, for each quarter (or portion thereof) the Case
remains open.

     11.09     Amendment or Modification of Plan
               ---------------------------------
       Alterations, amendments or modifications of the Plan may be proposed in
writing by the Debtor at any time prior to the Confirmation Date in conformity
with section 1127(a) of the Code, provided that the Plan, as altered, amended or
modified, satisfies the conditions of sections 1122, 1123 and 1129 of the Code,
and the Debtor shall have complied with section 1125 of the Code.  The Plan may
be altered, amended or modified by the Debtor at any time after the Confirmation
Date in conformity with section 1127(b) of the Code, provided that the Plan, as
altered, amended or modified, satisfies the requirements of sections 1122 and
1123 of the Code and the Court, after notice and a hearing, confirms the Plan,
as altered, amended or modified, under section 1129 of the y Code and the
circumstances warrant such alterations, amendments or modifications.  A holder
of a Claim that has accepted the Plan shall be deemed to have accepted the Plan,
as altered, amended or modified, if the proposed alteration, amendment or
modification does not materially and adversely change the treatment of the Claim
of such holder.

       Prior to the Effective Date, the Debtor may make appropriate technical
adjustments and modifications to the Plan without further order or approval of
the Court.

     11.10     Severability
               ------------
       In the event that the Court determines, prior to the Confirmation Date,
that any provision in the Plan is invalid, void or unenforceable, such provision
shall be invalid, void or unenforceable with respect to the holder or holders of
such Claims or Equity Interests as to which the provision is determined to be
invalid, void or unenforceable.  The invalidity, voidness or unenforceability of
any such provision shall in no way limit or affect the enforceability and
operative effect of any other provision of the Plan.  The Court, at the request
of the Debtor, shall have the power to alter and interpret such term or
provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void, or unenforceable, and such term or provision shall then be
applicable as altered or interpreted.  The Confirmation Order shall constitute a
judicial determination and shall provide that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is valid and enforceable pursuant to its terms.

     11.11     Revocation or Withdrawal of the Plan
               ------------------------------------
       The Debtor reserves the right to revoke or withdraw the Plan prior to the
Confirmation Date.  If the Debtor revokes or withdraws the Plan prior to the
Confirmation Date, then the Plan shall be deemed null and void.  In such event,
nothing contained herein shall constitute or be deemed a waiver or release of
any Claims by or against the Debtor or any other Person, an admission against
interests of the Debtor, nor shall it prejudice in any manner the rights of the
Debtor or any Person in any further proceedings involving the Debtor.

     11.12     Binding Effect Notices
               ----------------------
       The Plan shall be binding upon and inure to the benefit of the Debtor,
the holders of Claims and Equity Interests, and their respective successors and
assigns, including, without limitation, the Reorganized Debtor.

     11.13     Notices
               -------
       All notices, requests and demands to or upon the Debtor or the
Reorganized Debtor to be effective shall be in writing and, unless otherwise
expressly provided in the Plan, shall be deemed to have been duly given or made
when actually delivered or, in the case of notice by facsimile transmission,
when received and telephonically confirmed, addressed as follows:

       If to the Debtor:

       eCom
       Attention:  Barney A. Richmond
       American Capital Holdings, Inc.
       100 Village Square Crossing
       Suite 202
       Palm Beach Gardens, Florida 33410
       Facsimile No. (561) 207-6299

       With a copy to:

       Kluger, Peretz, Kaplan & Berlin, P.L.
       Attention:  Michael D. Seese
       201 South Biscayne Boulevard
       17th Floor
       Miami, Florida 33131
       Counsel for the Debtor

       and

       Schiff Hardin LLP
       Attention:  Michael Yetnikoff
       6600 Sears Tower
       Chicago, Illinois  60606
       Counsel for American Capital Holdings, Inc.

     11.14     Governing Law
               -------------
       Except to the extent the Code, Rules or other federal law is applicable,
or to the extent the Plan or any agreement entered into pursuant to the Plan
provides otherwise, the rights and obligations arising under the Plan shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Florida, without giving effect to the principles of conflicts of law of
such jurisdiction.

     11.15     Withholding and Reporting Requirements
               --------------------------------------
       In connection with the consummation of the Plan, the Debtor or the
Reorganized Debtor, as the case may be, shall comply with all withholding and
reporting requirements imposed by any federal, state, local or foreign taxing
authority and all distributions hereunder shall be subject to any such
withholding and reporting requirements.

     11.16     Section 1125(e) of the Code
               ---------------------------
       As of the Confirmation Date, the Debtor shall be deemed to have solicited
acceptances of the Plan in good faith and in compliance with the applicable
provisions of the Code.  As of the Confirmation Date, the Debtor and its
respective members, officers, directors, agents, financial advisors, attorneys,
employees, equity holders, partners, Affiliates and representatives shall be
deemed to have participated in good faith and in compliance with the applicable
provisions of the Code in the offer and issuance of the new securities
hereunder, and therefore are not, and on account of such offer, issuance and
solicitation shall not be, liable at any time for the violation of any
applicable law, rule or regulation governing the solicitation of acceptances or
rejections hereof or other offer and issuance of new securities under the Plan.

     11.17     Filing of Additional Documents
               ------------------------------
       On or before substantial consummation of the Plan, the Debtor shall file
with the Court such agreements and other documents as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of the
Plan.

     11.18     No Admissions
               -------------
       Notwithstanding anything in the Plan to the contrary, nothing contained
in the Plan shall be deemed as an admission by any Person with respect to any
matter set forth in the Plan or herein.

     11.19     Time
               ----
       In computing any period of time prescribed or allowed by the Plan, unless
otherwise set forth herein or determined by the Court, the provisions of Rule
9006 shall apply.

     11.20     Substantial Consummation
               ------------------------
       On the Effective Date, the Plan shall be deemed to be substantially
consummated under sections 1101 and 1127(b) of the Code.

     11.21     Post-Confirmation Conversion/Dismissal
               --------------------------------------
       A creditor or party in interest may bring a motion to convert or dismiss
the Case under section 1112(b)(7) of the Code after entry of the Confirmation
Order if there is a default in performing the conditions to effectiveness of the
Plan.  If the Court orders the Case converted to chapter 7 after the entry of
the Confirmation Order, this Plan provides that property of the Debtor's estate
that have not been disbursed pursuant to the provisions herein will revest in
the chapter 7 estate and that the automatic stay will be reimposed upon the
revested property to the extent that relief from the stay was not previously
authorized by the Court during the pendency of the Case.  The Confirmation Order
may also be revoked under certain limited circumstances.  The Court may revoke
the Confirmation Order if and only if such order was procured by fraud and if a
party in interest brings a motion to revoke such Confirmation Order within 180
days after the entry of the Confirmation Order.

     11.22     Final Decree
               ------------
       Once there has been Substantial Consummation of the Plan, the Reorganized
Debtor shall file a motion with the Court to obtain a final decree to close the
Case.

     11.23     Inconsistency
               -------------
       In the event of any inconsistency between the Plan and the Disclosure
Statement, any Exhibit to the Plan or the Disclosure Statement or any other
instrument or document created or executed pursuant to the Plan, the Plan shall
govern.  In the event of any inconsistency between the Plan and the Confirmation
Order, the Confirmation Order shall govern.

     11.24     No Interest or Attorneys' Fees
               ------------------------------
       Except as otherwise provided under the Plan, or as ordered by the Court,
no interest, penalty or other charge, including any late charge, arising from
and after the Petition Date, an no award or reimbursement of any attorneys' fees
or other related cost or disbursement, shall be allowed on, or in connection
with, any Claim, unless otherwise provided under the Plan or awarded by the
Court.

     11.25     Successors and Assigns
               ----------------------
       This Plan and all the provisions hereof shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

     11.26     Headings
               --------
       The headings of articles, paragraphs and sub-paragraphs in this Plan are
inserted for convenience only and shall not affect the interpretation of any
provision of this Plan.

     11.27     No Penalty for Prepayment
               -------------------------
       Neither the Debtor nor the Reorganized Debtor shall be liable for payment
of any sum or interest in the form of a penalty relating to the prepayment of
any claim treated under this Plan.

     11.28     Savings Clause
               --------------
       Any minor defect or inconsistency in the Plan may be corrected or amended
by the Confirmation Order.

     11.29     Remedy of Defects
               -----------------
       After the Effective Date, the Reorganized Debtor may, with approval of
the Court, and so long as it does not materially and adversely affect the
interests of Creditors, remedy any defect or omission or reconcile any
inconsistencies in the Plan or in the Confirmation Order in such manner as may
be necessary to carry out the purposes and effect of the Plan and in form and
substance satisfactory to the Reorganized Debtor.


                                  ARTICLE XII
                                  CONCLUSION
                                  ----------

     The aforesaid provisions shall constitute the Plan of Reorganization of the
Debtor.  This Plan, when approved and confirmed by the Court, shall be deemed
binding on the Debtor, the Reorganized Debtor and all creditors and all parties
in interest and their successors and assigns in accordance with section 1141 of
the Code.


DATED:      August 18, 2006


eCom eCom.com, Inc.


By:
           /s/ Barney A. Richmond
            Barney A. Richmond
     Acting CEO





/s/ Michael D. Seese
_____________________________________
Michael D. Seese, Esq.
FBN 997323
KLUGER PERETZ KAPLAN & BERLIN, P.L.
201 South Biscayne Boulevard
1700 Miami Center
Miami, Florida 33131
Telephone: (305) 379-9000
Facsimile: (305) 379-3428
Counsel for Debtor


/s/ Michael Yetnikoff
_____________________________________
Michael Yetnikoff, Esq.**
________________________
SCHIFF HARDIN LLP
6600 Sears Tower
Chicago, Illinois  60606
Telephone: (312) 258-5500
Facsimile: (312) 258-5600
Counsel for American Capital Holdings, Inc


**  pro hac vice papers are pending with the Court
(Stuart Young, Esq. designated as proposed Local Counsel)






























                               eCom eCom.com
         United States Southern District of Florida Bankruptcy Court In
                      re: Case No. 04-35435-BKC-SHF
                     Chapter 11 Reorganization Plan
                Creditor Payout Schedule as of July 6, 2006


                                Amount     Payment         Common
Name of    Type of  Disputed/    of   Cash   % of  Shares  Share
Creditor   Claim    Non-Disp.  Claim  Pmt.  Claim  Payment Price   Comments
---------- -------- -------- -------- ---- ----- --------- ----- --------------
Richard C. Unsecured          $                             $
Turner     Priority Non-Disp.   4,650   -  100%    178,846 .026 Agreed to Equity

Richard C.
Turner    Unsecured Non-Disp. 135,583   -  100%  5,214,733 .026 Agreed to Equity

American Capital
Holdings Inc. -
DIP Financing
(1)&(2]   Unsecured Non-Disp. 100,000   -  100%  3,846,154 .026 Agreed To Equity

American Capital
Holdings, Inc.
Proof of Claim
(1) & (2) Unsecured Non-Disp. 505,289   -  100% 19,434,227 .026 Agreed To Equity

Barney A.
Richmond  Unsecured Non-Disp.  30,000   -  100%  1,153,846 .026 Agreed To Equity

                                                                Claim paid by
Wieseneck,                                                      American Capital
Andres&Co Unsecured Non-Disp.  13,386   -  100%    514,856 .026 Agreed To Equity

                                                                Claim Paid by
                                                                Sherry Cherrix
MT Wice   Unsecured Non-Disp.   1,576   -  100%     60,603 .026 Agreed To Equity

Net Gain                                                        Claim paid by
Associates,                                                     Sherry Cherrix
Inc.      Unsecured Non-Disp.   3,000   -  100%    115,385 .026 Agreed To Equity

                                                                to be paid cash
                                                               upon confirmation
PhastNet  Unsecured Non-Disp.  1,020 1,020 100%          -      of the plan.

                                                                Claim Paid by
ADP Investor                                                    Sherry Cherrix
Commnctns Unsecured Non-Disp.  5,478    -  100%    210,699 .026 Agreed To Equity

                                                                Claim Paid by
                                                                Sherry Cherrix
Al Edison Unsecured Non-Disp.  5,713    -  100%    219,712 .026 Agreed To Equity


                           -  (continued)  -

                                Amount     Payment         Common
Name of    Type of  Disputed/    of   Cash   % of  Shares  Share
Creditor   Claim    Non-Disp.  Claim  Pmt.  Claim  Payment Price   Comments
---------- -------- -------- -------- ---- ----- --------- ----- --------------
                                                                Claim Paid by
                                                                Sherry Cherrix
AT&T      Unsecured Non-Disp.  4,752    -  100%    182,779 .026 Agreed To Equity

                                                                to be paid cash
Bell                                                           upon confirmation
South     Unsecured Non-Disp.  1,483 1,483 100%          -      of the plan.

Grant &                                                         Claim Paid by
Leatherwood,                                                    Sherry Cherrix
 P.A.     Unsecured Non-Disp.  4,242     - 100%    163,147 .026 Agreed To Equity


Internet                                                        Former President
Security                                                        Disputed
Solutions,                                                      No Proof of
 Inc.     Unsecured Disputed  64,175  0.00 Disallowed    0      Claim Filed

                                                                Former Chairman/
David and                                                       CEO. - Disputed
Barbara                                                         No Proof of
Panaia    Unsecured Disputed 376,296  0.00 Disallowed    0      Claim Filed

                                                                Claim Paid by
MeVis Technology                                                Sherry Cherrix
GmbH & Co Unsecured Non-Disp.  7,750     - 100%    298,077 .026 Agreed To Equity
                                    -------     -----------
                                     $2,503      31,593,064
Existing eCom Shareholder Schedule(See Attached) 49,955,112
                                                 ----------
New Common Shares Outstanding(Post Confirmation) 81,548,176
                                                 ==========



EXHIBIT "A"


















                        eCom eCom.com, Inc.
                 Budget Projections For the Fiscal
                 Years Ending May 31,2007 and 2008


                                                             Total 2 year
                                 May 31,2007   May 31,2008   Budget
                                  ---------    ----------    ----------
Corporate Fiiing Fees            $     150    $      150    $      300
Transfer Agent Fees                  2,400         2,400         4,800
Insurance                              800           900         1,700
Office Expenses                      4,800         5,040         9,840
Outside Auditor Fees                17,500        18,400        35,900
Postage and Delivery                 4,000         4,200         8,200
Administrative Overhead             25,000        26,250        51,250
Trustee Fees                         2,000             -         2,000
Reserve for Contingencies            7,500         7,500        15,000
                                  ---------    ----------    ----------
                                $   64,150    $   64,840    $  128,990
                                  =========    ==========    ==========


EXHIBIT "B"

































                           ECOM ECOM.COM, INC.
                        Pro Forma Balance Sheets
                               (Unaudited)

                                     Pre-Confirmation   Post Confirmation

ASSETS Current
Assets
Cash and cash equivalents             $      150        $     129,000
Due from affiliated companies                  -                    -
Prepaid expenses                               -                    -
Total Current Assets                         150              129,000
                                       ----------           ----------
Property and Equipment, net                  110                  110

Other Assets
 Other Assets                                  -                    -
                                       ----------           ----------
   Total Other Assets                          -                    -
                                       ----------           ----------
 Total Assets                         $      260        $     129,110
                                       ==========           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Accounts payable                     $   94,189        $           -
 Accrued expenses                         44,000                    -
 Current portion of long-term debt       685,383                    -
 Interest accrued on current portion      39,029                    -
                                       ----------           ----------
   Total Current Liabilities             862,601                    -


Notes Payable, Net of Current Portion          -                    -
                                       ----------           ----------
Total Liabilities                        862,601                    -


Stockholders' Equity
 Common stock, $.0001 par value,
 200 million shares authorized,
 49,955,112 and 86,509,714
 shares issued and outstanding             4,995                8,651
Paid-in capital                        6,569,537            7,557,332
Accumulated deficit                   (7,436,873)          (7,436,873)
                                       ----------           ----------
Total Stockholders' Deficit             (862,341)             129,110
                                       ----------           ----------
Total Liabilities and Stockholders'  $       260        $     129,110
                                       ==========           ==========
notes:
Shares outstanding post confirmation includes the preconfirmation shares of
49,955,112 plus the creditor payout shares of 31,593,064 plus new shares issued
for the $129,000 post confirmation financing of 4,961,538 for a total of
86,509,714 common shares.